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                                                                    EXHIBIT 10.1

GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

                            EFFECTIVE JANUARY 1, 2004

                                       1
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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

                               TABLE OF CONTENTS

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ARTICLE 1     DEFINITIONS...........................................................................................     1

ARTICLE 2     SELECTION, ENROLLMENT, ELIGIBILITY....................................................................     6

       2.1    SELECTION BY COMMITTEE................................................................................     6
       2.2    ENROLLMENT AND ELIGIBILITY REQUIREMENTS; COMMENCEMENT OF PARTICIPATION................................     6
       2.3    TERMINATION OF A PARTICIPANT'S ELIGIBILITY............................................................     7

ARTICLE 3     DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/COMPANY RESTORATION MATCHING AMOUNTS
              /VESTING/CREDITING/TAXES..............................................................................     7

       3.1    MINIMUM DEFERRALS.....................................................................................     7
       3.2    MAXIMUM DEFERRAL......................................................................................     8
       3.3    ELECTION TO DEFER; EFFECT OF ELECTION FORM............................................................     8
       3.4    WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS..................................................     9
       3.5    COMPANY CONTRIBUTION AMOUNT...........................................................................     9
       3.6    COMPANY RESTORATION MATCHING AMOUNT...................................................................     9
       3.7    CREDITING OF AMOUNTS AFTER BENEFIT DISTRIBUTION.......................................................    10
       3.8    VESTING...............................................................................................    10
       3.9    CREDITING/DEBITING OF ACCOUNT BALANCES................................................................    11
       3.10   FICA AND OTHER TAXES..................................................................................    12

ARTICLE 4     SCHEDULED DISTRIBUTION; UNFORESEEABLE FINANCIAL EMERGENCIES...........................................    12

       4.1    SCHEDULED DISTRIBUTION................................................................................    12
       4.2    POSTPONING SCHEDULED DISTRIBUTIONS....................................................................    13
       4.3    OTHER BENEFITS TAKE PRECEDENCE OVER SCHEDULED DISTRIBUTIONS...........................................    13
       4.4    WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.................................    14
       4.5    WITHDRAWAL ELECTION...................................................................................    14

ARTICLE 5     BENEFIT PAYABLE UPON BENEFIT DISTRIBUTION DATE........................................................    15

       5.1    BENEFIT PAYABLE UPON BENEFIT DISTRIBUTION DATE........................................................    15
       5.2    PAYMENT OF BENEFIT....................................................................................    15

ARTICLE 6     CHANGE IN CONTROL BENEFIT.............................................................................    16

       6.1    CHANGE IN CONTROL BENEFIT.............................................................................    16
       6.2    PAYMENT OF CHANGE IN CONTROL BENEFIT..................................................................    16

ARTICLE 7     DISABILITY BENEFIT....................................................................................    16
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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

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       7.1    DISABILITY BENEFIT....................................................................................    16
       7.2    PAYMENT OF DISABILITY BENEFIT.........................................................................    16

ARTICLE 8     DEATH BENEFIT.........................................................................................    17

       8.1    DEATH BENEFIT.........................................................................................    17
       8.2    PAYMENT OF DEATH BENEFIT..............................................................................    17

ARTICLE 9     BENEFICIARY DESIGNATION...............................................................................    17

       9.1    BENEFICIARY...........................................................................................    17
       9.2    BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT......................................................    17
       9.3    ACKNOWLEDGEMENT.......................................................................................    17
       9.4    NO BENEFICIARY DESIGNATION............................................................................    17
       9.5    DOUBT AS TO BENEFICIARY...............................................................................    18
       9.6    DISCHARGE OF OBLIGATIONS..............................................................................    18

ARTICLE 10    LEAVE OF ABSENCE......................................................................................    18

       10.1   PAID LEAVE OF ABSENCE.................................................................................    18
       10.2   UNPAID LEAVE OF ABSENCE...............................................................................    18

ARTICLE 11    TERMINATION OF PLAN, AMENDMENT OR MODIFICATION........................................................    18

       11.1   TERMINATION OF PLAN...................................................................................    18
       11.2   AMENDMENT.............................................................................................    19
       11.3   PLAN AGREEMENT........................................................................................    19
       11.4   EFFECT OF PAYMENT.....................................................................................    19
ARTICLE 12    ADMINISTRATION........................................................................................    19

       12.1   COMMITTEE DUTIES......................................................................................    19
       12.2   ADMINISTRATION UPON CHANGE IN CONTROL.................................................................    19
       12.3   AGENTS................................................................................................    20
       12.4   BINDING EFFECT OF DECISIONS...........................................................................    20
       12.5   INDEMNITY OF COMMITTEE................................................................................    20
       12.6   EMPLOYER INFORMATION..................................................................................    20

ARTICLE 13    OTHER BENEFITS AND AGREEMENTS..........................................................................   20

       13.1   COORDINATION WITH OTHER BENEFITS......................................................................    20

ARTICLE 14    CLAIMS PROCEDURES......................................................................................   21

       14.1   PRESENTATION OF CLAIM.................................................................................    21
       14.2   NOTIFICATION OF DECISION..............................................................................    21
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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

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       14.3   REVIEW OF A DENIED CLAIM..............................................................................    21
       14.4   DECISION ON REVIEW....................................................................................    22
       14.5   LEGAL ACTION..........................................................................................    22

ARTICLE 15    TRUST..................................................................................................   22

       15.1   ESTABLISHMENT OF THE TRUST............................................................................    22
       15.2   INTERRELATIONSHIP OF THE PLAN AND THE TRUST...........................................................    22
       15.3   DISTRIBUTIONS FROM THE TRUST..........................................................................    23

ARTICLE 16    MISCELLANEOUS.........................................................................................    23

       16.1   STATUS OF PLAN........................................................................................    23
       16.2   UNSECURED GENERAL CREDITOR............................................................................    23
       16.3   EMPLOYER'S LIABILITY..................................................................................    23
       16.4   NONASSIGNABILITY......................................................................................    23
       16.5   NOT A CONTRACT OF EMPLOYMENT..........................................................................    23
       16.6   FURNISHING INFORMATION................................................................................    23
       16.7   TERMS.................................................................................................    24
       16.8   CAPTIONS..............................................................................................    24
       16.9   GOVERNING LAW.........................................................................................    24
       16.10  NOTICE................................................................................................    24
       16.11  SUCCESSORS............................................................................................    24
       16.12  SPOUSE'S INTEREST.....................................................................................    24
       16.13  VALIDITY..............................................................................................    24
       16.14  INCOMPETENT...........................................................................................    24
       16.15  COURT ORDER...........................................................................................    25
       16.16  DEDUCTION LIMITATION ON BENEFIT PAYMENTS..............................................................    25
       16.17  INSURANCE.............................................................................................    25
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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

                             GENESEE & WYOMING INC.
                         2004 DEFERRED COMPENSATION PLAN
                            Effective January 1, 2004

                                     PURPOSE

      The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees and Directors who contribute
to the continued growth, development and future business success of Genesee &
Wyoming Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor
this Plan. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

      For the purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1   "Account Balance" shall mean, with respect to a Participant, an entry on
      the records of the Employer equal to the sum of (i) the Deferral Account
      balance, (ii) the Company Contribution Account balance, and (iii) the
      Company Restoration Matching Account balance. The Account Balance shall be
      a bookkeeping entry only and shall be utilized solely as a device for the
      measurement and determination of the amounts to be paid to a Participant,
      or his or her designated Beneficiary, pursuant to this Plan.

1.2   "Annual Deferral Amount" shall mean that portion of a Participant's Base
      Salary, Bonus and Director Fees that a Participant defers in accordance
      with Article 3 for any one Plan Year, without regard to whether such
      amounts are withheld and credited during such Plan Year. In the event of a
      Participant's Separation of Service, Disability or death prior to the end
      of a Plan Year, such year's Annual Deferral Amount shall be the actual
      amount withheld prior to such event.

1.3   "Annual Installment Method" shall be an annual installment payment over
      the number of years selected by the Participant in accordance with this
      Plan, calculated as follows: (i) for the first annual installment, the
      Participant's vested Account Balance shall be calculated as of the close
      of business on or around the Participant's Benefit Distribution Date, as
      determined by the Committee, in its sole and absolute discretion, and (ii)
      for remaining annual installments, the Participant's vested Account
      Balance shall be calculated on every anniversary of such calculation date,
      as applicable. Each annual installment shall be calculated by multiplying
      this balance by a fraction, the numerator of which is one (1) and the
      denominator of which is the remaining number of annual payments due the
      Participant. By way of example, if the Participant elects a ten (10) year
      Annual Installment Method for the benefit payable on his or her Benefit
      Distribution Date, the first payment shall be 1/10 of the vested Account
      Balance, calculated as described in this definition. The following year,
      the payment shall be 1/9 of the vested Account Balance, calculated as
      described in this definition.

1.4   "Base Salary" shall mean the annual cash compensation relating to services
      performed during any calendar year, excluding distributions from
      nonqualified deferred compensation plans,

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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

      bonuses, commissions, overtime, fringe benefits, stock options, relocation
      expenses, incentive payments, non-monetary awards, director fees and other
      fees, and automobile and other allowances paid to a Participant (whether
      or not such allowances are included in the Employee's gross income). Base
      Salary shall be calculated before reduction for compensation voluntarily
      deferred or contributed by the Participant pursuant to all qualified or
      nonqualified plans of any Employer and shall be calculated to include
      amounts not otherwise included in the Participant's gross income under
      Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
      established by any Employer; provided, however, that all such amounts will
      be included in compensation only to the extent that had there been no such
      plan, the amount would have been payable in cash to the Employee.

1.5   "Beneficiary" shall mean one or more persons, trusts, estates or other
      entities, designated in accordance with Article 9, that are entitled to
      receive benefits under this Plan upon the death of a Participant.

1.6   "Beneficiary Designation Form" shall mean the form established from time
      to time by the Committee that a Participant completes, signs and returns
      to the Committee (or its designated agent) to designate one or more
      Beneficiaries.

1.7   "Benefit Distribution Date" shall mean the date or the event that triggers
      distribution of a Participant's vested Account Balance, as elected by the
      Participant in connection with his or her commencement of participation in
      this Plan. The Benefit Distribution Date selected by the Participant may
      be any one of the following:

      (a)   The date of the Participant's Separation of Service; or

      (b)   The Participant's attainment of an age specified by the Participant;
            or

      (c)   The earlier of (i) the date of the Participant's Separation of
            Service, or (ii) the Participant's attainment of an age specified by
            the Participant; or

      (d)   The later of (i) the date of the Participant's Separation of
            Service, or (ii) the Participant's attainment of an age specified by
            the Participant.

      If a Participant does not make any election with respect to the Benefit
      Distribution Date in connection with his or her commencement of
      participation in this Plan, then such Participant shall be deemed to have
      elected that his or her Benefit Distribution Date be the date described in
      1.7(a) above.

1.8   "Board" shall mean the board of directors of the Company.

1.9   "Bonus" shall mean any compensation, in addition to Base Salary,
      attributable to a Plan Year, as further specified on an Election Form
      approved by the Committee, in its sole and absolute discretion, under any
      Employer's annual bonus and cash incentive plans.

1.10  "Change In Control" shall mean a change in control of the Company of a
      nature that would be required to be reported (assuming such event has not
      been "previously reported") in response to Item 1(a) of a Current Report
      on Form 8-K, as in effect on December 31, 1996, pursuant to Section 13 or
      15(d) of the Securities Exchange Act of 1934 ("Exchange Act"); provided
      that, without limitation, a Change In Control shall be deemed to have
      occurred at such time as:

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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

      (a)   Any "person" within the meaning of Section 14(d) of the Exchange
            Act, other than a Permitted Holder becomes the beneficial owner, as
            defined in Rule 13d-3 under the Exchange Act, directly or
            indirectly, of twenty-five percent (25%) or more of the combined
            voting power of the outstanding securities of the Company ordinarily
            having the right to vote in the election of directors; provided,
            however, that the following will not constitute a Change In Control:
            any acquisition by any corporation if, immediately following such
            acquisition, more than seventy-five percent (75%) of the outstanding
            securities of the acquiring corporation (or the parent thereof)
            ordinarily having the right to vote in the election of directors is
            beneficially owned by all or substantially all of those persons who,
            immediately prior to such acquisition, were the beneficial owners of
            the outstanding securities of the Company ordinarily having the
            right to vote in the election of directors;

      (b)   The individuals who constitute the Board on May 12, 2004 (the
            "Incumbent Board") have ceased for any reason to constitute at least
            a majority thereof, provided that any person becoming a director
            subsequent to May 12, 2004 whose election, or nomination for
            election by the Company's stockholders, was approved by a vote of at
            least three-quarters (3/4) of the directors comprising the Incumbent
            Board, either by a specific vote or by approval of the proxy
            statement of the Company in which such person is named as a nominee
            for director without objection to such nomination (other than an
            election or nomination of an individual whose initial assumption of
            office is in connection with an actual or threatened "tender offer,"
            as such term is used in Section 14(d) of the Exchange Act), shall
            be, for purposes of this Plan, considered as though such person were
            a member of the Incumbent Board;

      (c)   Upon the consummation by the Company of a reorganization, merger or
            consolidation, other than one with respect to which all or
            substantially all of those persons who were the beneficial owners,
            immediately prior to such reorganization, merger or consolidation,
            of outstanding securities of the Company ordinarily having the right
            to vote in the election of directors own, immediately after such
            transaction, more than seventy-five percent (75%) of the outstanding
            securities of the resulting corporation ordinarily having the right
            to vote in the election of directors; or

      (d)   Upon the approval by the Company's stockholders of a complete
            liquidation and dissolution of the Company or the sale or other
            disposition of all or substantially all of the assets of the Company
            other than to a subsidiary in which the Company, directly or
            indirectly, has an ownership interest of twenty percent (20%) or
            more.

1.11  "Change In Control Benefit" shall have the meaning set forth in Article 6.

1.12  "Claimant" shall have the meaning set forth in Section 14.1.

1.13  "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
      from time to time.

1.14  "Committee" shall mean the committee described in Article 12.

1.15  "Company" shall mean Genesee & Wyoming Inc., a Delaware corporation, and
      any successor to all or substantially all of the Company's assets or
      business.

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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

1.16  "Company Contribution Account" shall mean (i) the sum of the Participant's
      Company Contribution Amounts, plus (ii) amounts credited or debited to the
      Participant's Company Contribution Account in accordance with this Plan,
      less (iii) all distributions made to the Participant or his or her
      Beneficiary pursuant to this Plan that relate to the Participant's Company
      Contribution Account.

1.17  "Company Contribution Amount" shall mean, for any one Plan Year, the
      amount determined in accordance with Section 3.5.

1.18  "Company Restoration Matching Account" shall mean (i) the sum of all of a
      Participant's Company Restoration Matching Amounts, plus (ii) amounts
      credited or debited to the Participant's Company Restoration Matching
      Account in accordance with this Plan, less (iii) all distributions made to
      the Participant or his or her Beneficiary pursuant to this Plan that
      relate to the Participant's Company Restoration Matching Account.

1.19  "Company Restoration Matching Amount" shall mean, for any one Plan Year,
      the amount determined in accordance with Section 3.6.

1.20  "Death Benefit" shall mean the benefit set forth in Article 8.

1.21  "Deduction Limitation" shall mean the limitation on a benefit that may
      otherwise be distributable pursuant to the provisions of this Plan, as set
      forth in Section 3.6.

1.22  "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
      Deferral Amounts, plus (ii) amounts credited or debited to the
      Participant's Deferral Account in accordance with this Plan, less (iii)
      all distributions made to the Participant or his or her Beneficiary
      pursuant to this Plan that relate to his or her Deferral Account.

1.23  "Director" shall mean any member of the board of directors of any
      Employer.

1.24  "Director Fees" shall mean the annual fees earned by a Director from any
      Employer, including retainer fees and meetings fees, as compensation for
      serving on a board of directors or a committee at the request of the
      Employer.

1.25  "Disability" or "Disabled" shall mean that a Participant is permanently
      and totally disabled within the meaning of Code Section 22(e)(3).

1.26  "Disability Benefit" shall mean the benefit set forth in Article 7.

1.27  "Election Form" shall mean the form established from time to time by the
      Committee that a Participant completes, signs and returns to the Committee
      (or its designated agent) to make an election under this Plan.

1.28  "Employee" shall mean a person who is an employee of any Employer.

1.29  "Employer(s)" shall mean the Company and/or any of its subsidiaries (now
      in existence or hereafter formed or acquired) that have been selected by
      the Board to participate in this Plan and have adopted this Plan as a
      sponsor.

1.30  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      it may be amended from time to time.

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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

1.31  "401(k) Plan" shall mean, with respect to an Employer, a plan qualified
      under Code Section 401(a) that contains a cash or deferral arrangement
      described in Code Section 401(k), adopted by the Employer, as it may be
      amended from time to time, or any successor thereto. 1.32 "Participant"

      shall mean any Employee or Director (i) who is selected to participate in
      this Plan, (ii) who submits an executed Plan Agreement, Election Form and
      Beneficiary Designation Form, all of which are accepted by the Committee
      (or its designated agent), and (iii) whose Plan Agreement has not
      terminated.

1.33  "Permitted Holder" shall mean: (i) the Company or a subsidiary in which
      the Company, directly or indirectly, has an ownership interest of twenty
      percent (20%) or more, (ii) any employee benefit plan sponsored by the
      Company or such a subsidiary, or (iii) Mortimer B. Fuller III ("MBF"), or
      his spouse, siblings, children or grandchildren ("Family Members") or a
      trust, corporation, partnership or limited liability company, so long as
      all of the beneficial interests in which are held exclusively by MBF
      and/or one or more Family Members ("Family Member Entity"), where such
      person(s) or entity acquired their Company stock from MBF, a Family Member
      or a Family Member Entity.

1.34  "Plan" shall mean this Genesee & Wyoming Inc. 2004 Deferred Compensation
      Plan, which shall be evidenced by this instrument and by each Plan
      Agreement, as they may be amended from time to time.

1.35  "Plan Agreement" shall mean a written agreement, as may be amended from
      time to time, which is entered into by and between an Employer and a
      Participant. Each Plan Agreement executed by a Participant and the
      Participant's Employer shall provide for the entire benefit to which such
      Participant is entitled under this Plan; should there be more than one
      Plan Agreement, the Plan Agreement bearing the latest date of acceptance
      by the Employer shall supersede all previous Plan Agreements in their
      entirety and shall govern such entitlement. The terms of any Plan
      Agreement may be different for any Participant, and any Plan Agreement may
      provide additional benefits not set forth in this Plan or limit the
      benefits otherwise provided under this Plan; provided, however, that any
      such additional benefits or benefit limitations must be agreed to by both
      the Employer and the Participant.

1.36  "Plan Year" shall mean a period beginning on January 1 of each calendar
      year and continuing through December 31 of such calendar year.

1.37  "Retirement," "Retire(s)" or "Retired" shall mean, with respect to an
      Employee, severance from employment from all Employers for any reason
      other than a leave of absence, death or Disability on or after the
      attainment of age sixty-two (62); and shall mean with respect to a
      Director who is not an Employee, severance of his or her directorships
      with all Employers on or after the later of (y) the attainment of age
      seventy (70), or (z) in the sole and absolute discretion of the Committee,
      an age later than age seventy (70). If a Participant is both an Employee
      and a Director, Retirement shall not occur until he or she Retires as both
      an Employee and a Director, which Retirement shall be deemed to be a
      Retirement as a Director; provided, however, that such a Participant may
      elect, at least three years prior to Retirement and in accordance with the
      policies and procedures established by the Committee, to Retire for
      purposes of this Plan at the time he or she Retires as an Employee, which
      Retirement shall be deemed to be a Retirement as an Employee.

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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

1.38  "Scheduled Distribution" shall mean the distribution set forth in Section
      4.1.

1.39  "Separation of Service" shall mean the severing of employment or service
      as a Director with all Employers, voluntarily or involuntarily, for any
      reason other than Disability, death or an authorized leave of absence. If
      a Participant is both an Employee and a Director, a Separation of Service
      shall occur only upon the termination of the last position held; provided,
      however, that such a Participant may elect, at least three (3) years
      before the Separation of Service and in accordance with the policies and
      procedures established by the Committee, to be treated for purposes of
      this Plan as having experienced a Separation of Service at the time he or
      she ceases employment with an Employer as an Employee.

1.40  "Terminate the Plan" or "Termination of the Plan" shall mean a
      determination by an Employer's board of directors that (i) all of its
      Participants shall no longer be eligible to participate in this Plan, (ii)
      all deferral elections for such Participants shall terminate, and (iii)
      such Participants shall no longer be eligible to receive company
      contributions under this Plan.

1.41  "Trust" shall mean one or more trusts established by the Company in
      accordance with Article 15.

1.42  "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
      that is caused by an event beyond the control of the Participant that
      would result in severe financial hardship to the Participant resulting
      from (i) a sudden and unexpected illness or accident of the Participant,
      the Participant's spouse, or a dependent of the Participant, (ii) a loss
      of the Participant's property due to casualty, or (iii) such other similar
      extraordinary and unforeseeable circumstances arising as a result of
      events beyond the control of the Participant, all as determined by the
      Committee, in its sole and absolute discretion.

1.43  "Years of Service" shall mean the total number of full years in which an
      Employee has been employed by one or more Employers. For purposes of this
      definition, a year of employment shall be a 365-day period (or 366-day
      period in the case of a leap year) that, for the first year of employment,
      commences on the Employee's date of hiring and that, for any subsequent
      year, commences on an anniversary of that hiring date. The Committee shall
      make a determination as to whether any partial year of employment shall be
      counted as a Year of Service.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1   SELECTION BY COMMITTEE. Participation in this Plan shall be limited to a
      select group of management and highly compensated Employees and Directors
      of an Employer, as determined by the Committee, in its sole and absolute
      discretion. From that group, the Committee shall select, in its sole and
      absolute discretion, which Employees and Directors may participate in this
      Plan.

2.2   ENROLLMENT AND ELIGIBILITY REQUIREMENTS; COMMENCEMENT OF PARTICIPATION.

      (a)   As a condition to participation, each Employee or Director who is
            eligible to participate in this Plan effective as of the first day
            of a Plan Year shall complete, execute and return to the Committee
            (or its designated agent) a Plan Agreement, an Election Form and a
            Beneficiary Designation Form, prior to the first day of such Plan
            Year, or such other

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GENESEE & WYOMING INC.
2004 Deferred Compensation Plan
Master Plan Document

            earlier deadline as may be established by the Committee, in its sole
            and absolute discretion. In addition, the Committee shall establish
            from time to time such other enrollment requirements as it
            determines, in its sole and absolute discretion, are necessary.

      (b)   As a condition to participation, each Employee or Director who is
            eligible to participate in this Plan effective after the first day
            of a Plan Year shall complete, execute and return to the Committee a
            Plan Agreement, an Election Form and a Beneficiary Designation Form,
            all within thirty (30) days after such Employee's or Director's
            eligibility to participate in this Plan becomes effective. In
            addition, the Committee shall establish from time to time such other
            enrollment requirements as it determines, in its sole and absolute
            discretion, are necessary.

      (c)   Each Employee or Director who is eligible to participate in this
            Plan shall commence participation in this Plan on the date that the
            Committee determines, in its sole and absolute discretion, that the
            Employee or Director has met all enrollment requirements set forth
            in this Plan and required by the Committee, including the return of
            all required documents to the Committee (or its designated agent)
            within the specified time period. Notwithstanding the foregoing, the
            Committee shall process a Participant's deferral election as soon as
            administratively practicable after such Participant's deferral
            election is submitted to and accepted by the Committee (or its
            designated agent).

      (d)   If an Employee or a Director fails to meet all of the requirements
            contained in this Section 2.2 within the period required, that
            Employee or Director shall not be eligible to participate in this
            Plan during such Plan Year.

2.3   TERMINATION OF A PARTICIPANT'S ELIGIBILITY. If the Committee determines
      that a Participant is no longer eligible to participate in this Plan, the
      Committee shall have the right, in its sole and absolute discretion, to
      (i) terminate any deferral election that the Participant has made for the
      remainder of the Plan Year in which the Participant's eligibility status
      changes, (ii) prevent the Participant from making future deferral
      elections, and/or (iii) take such further action that the Committee deems
      appropriate. Notwithstanding the foregoing, in the event of a Termination
      of this Plan in accordance with Section 1.40, the termination of the
      affected Participant's eligibility for participation in this Plan shall
      not be governed by this Section 2.3, but rather shall be governed by
      Section 1.40 and Section 11.1.

                                    ARTICLE 3
               DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/
          COMPANY RESTORATION MATCHING AMOUNTS/VESTING/CREDITING/TAXES

3.1   MINIMUM DEFERRALS.

      (a)   ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may elect
            to defer, as his or her Annual Deferral Amount, Base Salary, Bonus
            and/or Director Fees in the following minimum amounts for each
            deferral elected:

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                         DEFERRAL                           MINIMUM AMOUNT

                         Base Salary and/or
                         Bonus                              $2,000 aggregate
                         Director Fees                      No Minimum

            If an election is made for less than the stated minimum amounts, or
            if no election is made, the amount deferred shall be zero.

      (b)   SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
            first becomes a Participant after the first day of a Plan Year, the
            minimum Annual Deferral Amount shall be an amount equal to the
            minimum set forth above, multiplied by a fraction, the numerator of
            which is the number of complete months remaining in the Plan Year
            and the denominator of which is twelve (12).

3.2   MAXIMUM DEFERRAL.

      (a)   ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may elect
            to defer, as his or her Annual Deferral Amount, Base Salary, Bonus
            and/or Director Fees up to the following maximum percentages for
            each deferral elected:

                       DEFERRAL                            MAXIMUM PERCENTAGE

                       Base Salary                             50%
                       Bonus                                  100%
                       Director Fees                          100%

      (b)   SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
            first becomes a Participant after the first day of a Plan Year, the
            maximum Annual Deferral Amount shall be limited to the amount of
            compensation not yet earned by the Participant as of the date the
            Participant submits a Plan Agreement and Election Form to the
            Committee for acceptance.

3.3   ELECTION TO DEFER; EFFECT OF ELECTION FORM.

      (a)   FIRST PLAN YEAR. In connection with a Participant's commencement of
            participation in this Plan, the Participant shall make an
            irrevocable deferral election for the Plan Year in which the
            Participant commences participation in this Plan, along with such
            other elections as the Committee deems necessary or desirable under
            this Plan. For these elections to be valid, the Election Form must
            be completed and signed by the Participant, timely delivered to the
            Committee (or its designated agent) in accordance with Section 2.2
            and accepted by the Committee (or its designated agent).

      (b)   SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable
            deferral election for that Plan Year, and such other elections as
            the Committee deems necessary or desirable under this Plan, shall be
            made by timely delivering a new Election Form to the Committee (or
            its designated agent), in accordance with its rules and procedures,
            before the end of the Plan Year preceding the Plan Year for which
            the election is made. If no

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            such Election Form is timely delivered for a succeeding Plan Year,
            the Annual Deferral Amount shall be zero for that Plan Year.

3.4   WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year,
      the Base Salary portion of the Annual Deferral Amount shall be withheld
      from each regularly scheduled Base Salary payroll in equal amounts, as
      adjusted from time to time for increases and decreases in Base Salary. The
      Bonus and/or Director Fees portion of the Annual Deferral Amount shall be
      withheld at the time the Bonus or Director Fees are or otherwise would be
      paid to the Participant, whether or not this occurs during the Plan Year
      itself. Annual Deferral Amounts shall be credited to a Participant's
      Deferral Account at the time such amounts would otherwise have been paid
      to the Participant.

3.5   COMPANY CONTRIBUTION AMOUNT.

      (a)   If an Employer agrees to credit certain amounts to a Participant's
            Company Contribution Account for certain Plan Years pursuant to an
            employment or other agreement between the Employer and the
            Participant, then the Employer shall credit such Participant's
            Company Contribution Account for those Plan Years in accordance with
            the terms of such employment or other agreement. Such amounts shall
            be credited in the amounts and on the date or dates prescribed by
            such agreements.

      (b)   An Employer, in its sole and absolute discretion, may, but shall not
            be required to, make a Company Contribution Amount contribution for
            a Participant for any Plan Year. If the Employer decides to make
            such a contribution for a Participant for a given Plan Year, the
            Participant's Company Contribution Amount for such Plan Year shall
            be the amount determined by the Employer, in its sole and absolute
            discretion. The amount so credited to a Participant may be smaller
            or larger than the amount credited to any other Participant, may
            differ from the amount credited to such Participant in the preceding
            Plan Year and the amount credited to any Participant for a Plan Year
            may be zero, even though one or more other Participants receive a
            Company Contribution Amount for that Plan Year. A Participant's
            Company Contribution Amount, if any, shall be credited to the
            Participant's Company Contribution Account on a date or dates to be
            determined by the Committee, in its sole and absolute discretion.

3.6   COMPANY RESTORATION MATCHING AMOUNT. The Committee, in its sole and
      absolute discretion, may, but shall not be required to, make a Company
      Restoration Matching Amount contribution for a Participant for any Plan
      Year. If the Committee decides to make such a contribution for a
      Participant for a given Plan Year, the Participant's Company Restoration
      Matching Amount for such Plan Year shall be the amount determined by the
      Committee, in its sole and absolute discretion, to make up for certain
      limits applicable to the 401(k) Plan or other qualified plan for such Plan
      Year, as identified by the Committee, or for such other purposes as
      determined by the Committee, in its sole and absolute discretion. The
      amount so credited to a Participant under this Plan for any Plan Year (i)
      may be smaller or larger than the amount credited to any other
      Participant, and (ii) may differ from the amount credited to such
      Participant in the preceding Plan Year. A Participant's Company
      Restoration Matching Amount, if any, shall be credited to the
      Participant's Company Restoration Matching Account on a date or dates to
      be determined by the Committee, in its sole and absolute discretion.

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3.7   CREDITING OF AMOUNTS AFTER BENEFIT DISTRIBUTION. Notwithstanding any
      provision in this Plan to the contrary, should the complete distribution
      of a Participant's vested Account Balance occur prior to the date on which
      any portion of (i) the Annual Deferral Amount that a Participant has
      elected to defer in accordance with Section 3.3, (ii) the Company
      Contribution Amount, or (iii) the Company Restoration Matching Amount,
      would otherwise be credited to the Participant's Account Balance, such
      amounts shall not be credited to the Participant's Account Balance, but
      shall be paid to the Participant in a manner determined by the Committee,
      in its sole and absolute discretion.

3.8   VESTING.

      (a)   A Participant shall at all times be one hundred percent (100%)
            vested in his or her Deferral Account and Company Restoration
            Matching Account.

      (b)   A Participant shall be vested in his or her Company Contribution
            Account in accordance with the vesting schedule(s) set forth in his
            or her Plan Agreement, employment agreement or any other agreement
            entered into between the Participant and his or her Employer. If not
            addressed in such agreements, a Participant shall vest in his or her
            Company Contribution Account on the basis of the Participant's Years
            of Service, in accordance with the following schedule:

                 YEARS OF SERVICE                  VESTED PERCENTAGE

                 Less than 1 year                          0%
                 1 year or more, but less than 2          33%
                 2 years or more, but less than 3         67%
                 3 years or more                         100%

      (c)   Notwithstanding anything to the contrary contained in this Section
            3.8, in the event of a Change In Control, or upon a Participant's
            Retirement, death while employed by an Employer, or Disability, a
            Participant's Company Contribution Account shall immediately become
            one hundred percent (100%) vested (to the extent that it is not
            already vested).

      (d)   Notwithstanding subsection 3.8(c) above, the vesting schedule for a
            Participant's Company Contribution Account shall not be accelerated
            upon a Change In Control to the extent that the Committee determines
            that such acceleration would cause the deduction limitations of Code
            Section 280G to become effective. In the event that all of a
            Participant's Company Contribution Account is not vested pursuant to
            such a determination, the Participant may request independent
            verification of the Committee's calculations with respect to the
            application of Section 280G. In such case, the Committee must
            provide to the Participant within ninety (90) days of such a request
            an opinion from a nationally recognized accounting firm selected by
            the Participant (the "Accounting Firm"). The opinion shall state the
            Accounting Firm's opinion that any limitation in the vested
            percentage hereunder is necessary to avoid the limits of Section
            280G and contain supporting calculations. The cost of such opinion
            shall be paid for by the Company.

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      (e)   Section 3.8(d) shall not prevent the acceleration of the vesting
            schedule applicable to a Participant's Company Contribution Account
            if such Participant is entitled to a "gross-up" payment, to
            eliminate the effect of the Code Section 4999 excise tax, pursuant
            to his or her employment agreement or other agreement entered into
            between such Participant and the Employer.

3.9   CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
      to, the rules and procedures that are established from time to time by the
      Committee, in its sole and absolute discretion, amounts shall be credited
      or debited to a Participant's Account Balance in accordance with the
      following rules:

      (a)   MEASUREMENT FUNDS. The Participant may elect one or more of the
            measurement funds selected by the Committee, in its sole and
            absolute discretion, which are based on certain mutual funds (the
            "Measurement Funds"), for the purpose of crediting or debiting
            additional amounts to his or her Account Balance. As necessary, the
            Committee may, in its sole and absolute discretion, discontinue,
            substitute or add a Measurement Fund. Each such action will take
            effect as of the first day of the first calendar quarter that begins
            at least thirty (30) days after the day on which the Committee gives
            Participants advance written notice of such change, or if necessary
            to comply with applicable tax law, including but not limited to
            guidance issued after the effective date of this Plan, such other
            date designated by the Committee, in its sole and absolute
            discretion.

      (b)   ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
            or her initial deferral election in accordance with Section 3.3(a)
            above, shall elect, on the Election Form, one or more Measurement
            Fund(s) (as described in Section 3.9(a) above) to be used to
            determine the amounts to be credited or debited to his or her
            Account Balance. If a Participant does not elect any of the
            Measurement Funds as described in the previous sentence, the
            Participant's Account Balance shall automatically be allocated into
            the lowest-risk Measurement Fund, as determined by the Committee, in
            its sole and absolute discretion. The Participant may (but is not
            required to) elect, by submitting an Election Form to the Committee
            (or its designated agent) that is accepted by the Committee (or its
            designated agent), to add or delete one or more Measurement Fund(s)
            to be used to determine the amounts to be credited or debited to his
            or her Account Balance, or to change the portion of his or her
            Account Balance allocated to each previously or newly elected
            Measurement Fund. If an election is made in accordance with the
            previous sentence, it shall apply as of the first business day
            deemed reasonably practicable by the Committee, in its sole and
            absolute discretion, and shall continue thereafter for each
            subsequent day in which the Participant participates in this Plan,
            unless changed in accordance with the previous sentence.

      (c)   PROPORTIONATE ALLOCATION. In making any election described in
            Section 3.9(b) above, the Participant shall specify on the Election
            Form, in increments of one percent (1%), the percentage of his or
            her Account Balance or Measurement Fund, as applicable, to be
            allocated and/or reallocated.

      (d)   CREDITING OR DEBITING METHOD. The performance of each Measurement
            Fund (either positive or negative) will be determined by the
            Committee, in its sole and absolute

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            discretion, on a daily basis based on the manner in which such
            Participant's Account Balance has been hypothetically allocated
            among the Measurement Funds by the Participant.

      (e)   NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
            Plan that may be interpreted to the contrary, the Measurement Funds
            are to be used for measurement purposes only, and a Participant's
            election of any such Measurement Fund, the allocation of his or her
            Account Balance thereto, the calculation of additional amounts and
            the crediting or debiting of such amounts to a Participant's Account
            Balance shall not be considered or construed in any manner as an
            actual investment of his or her Account Balance in any ----- ---
            such Measurement Fund. In the event that the Company or the Trustee
            (as that term is defined in the Trust), in its own discretion,
            decides to invest funds in any or all of the investments on which
            the Measurement Funds are based, no Participant shall have any
            rights in or to such investments themselves. Without limiting the
            foregoing, a Participant's Account Balance shall at all times be a
            bookkeeping entry only and shall not represent any investment made
            on his or her behalf by the Company or the Trust; the Participant
            shall at all times remain an unsecured creditor of the Company.

3.10  FICA AND OTHER TAXES.

      (a)   ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
            Deferral Amount is being withheld from a Participant, the
            Participant's Employer(s) shall withhold from that portion of the
            Participant's Base Salary and/or Bonus that is not being deferred,
            in a manner determined by the Employer(s), the Participant's share
            of FICA and other employment taxes on such Annual Deferral Amount.
            If necessary, the Committee may reduce the Annual Deferral Amount in
            order to comply with this Section 3.10.

      (b)   COMPANY CONTRIBUTION ACCOUNT. When a Participant becomes vested in a
            portion of his or her Company Contribution Account, the
            Participant's Employer(s) shall withhold from that portion of the
            Participant's Base Salary and/or Bonus that is not being deferred,
            in a manner determined by the Employer(s), the Participant's share
            of FICA and other employment taxes on such Company Contribution
            Amount. If necessary, the Committee may reduce the vested portion of
            the Participant's Company Contribution Account, as applicable, in
            order to comply with this Section 3.10.

      (c)   DISTRIBUTIONS. The Participant's Employer(s), or the Trustee of the
            Trust, shall withhold from any payments made to a Participant under
            this Plan all federal, state and local income, employment and other
            taxes required to be withheld by the Employer(s), or the Trustee of
            the Trust, in connection with such payments, in the amounts and in
            the manner determined by the Employer(s) or the Trustee of the
            Trust, in each case in their sole and absolute discretion.

                                    ARTICLE 4
           SCHEDULED DISTRIBUTION; UNFORESEEABLE FINANCIAL EMERGENCIES

4.1   SCHEDULED DISTRIBUTION. In connection with each election to defer an
      Annual Deferral Amount, a Participant may irrevocably elect to receive a
      Scheduled Distribution from this Plan with

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            respect to all or a portion of (i) the Annual Deferral Amount, (ii)
            the Company Contribution Amount, and (iii) the Company Restoration
            Matching Amount. The Scheduled Distribution shall be a lump sum
            payment in an amount that is equal to the portion of the Annual
            Deferral Amount, the vested portion of the Company Contribution
            Amount and the portion of the Company Restoration Matching Amount
            that the Participant elected to have distributed as a Scheduled
            Distribution, plus amounts credited or debited in the manner
            provided in Section 3.9 above on that amount, calculated as of the
            close of business on or around the date on which the Scheduled
            Distribution becomes payable, as determined by the Committee, in its
            sole and absolute discretion. Subject to the other terms and
            conditions of this Plan, each Scheduled Distribution elected shall
            be paid out during a sixty (60) day period commencing immediately
            after the first day of any Plan Year designated by the Participant.
            The Plan Year designated by the Participant must be at least three
            (3) Plan Years after the end of the Plan Year to which the
            Participant's deferral election described in Section 3.3 relates. By
            way of example, if a Scheduled Distribution is elected for Annual
            Deferral Amounts, Company Contribution Amounts, and Company
            Restoration Matching Amounts that are earned and/or contributed in
            the Plan Year commencing January 1, 2004, the Scheduled Distribution
            would become payable during a sixty (60) day period commencing
            January 1, 2008. Notwithstanding the language set forth above, the
            Committee shall, in its sole and absolute discretion, adjust the
            amount distributable as a Scheduled Distribution if any portion of
            the Company Contribution Amount is unvested on the Scheduled
            Distribution Date.

4.2   POSTPONING SCHEDULED DISTRIBUTIONS. A Participant may make a one time
      election to postpone any lump sum distribution described in Section 4.1
      above, and have such amount paid out during a sixty (60) day period
      commencing immediately after an allowable alternative distribution date
      designated by the Participant in accordance with this Section 4.2. In
      order to make this one time election, the Participant must submit a new
      Scheduled Distribution Election Form to the Committee (or its designated
      agent) in accordance with the following criteria:

      (a)   Such Scheduled Distribution Election Form must be submitted to and
            accepted by the Committee (or its designated agent), in its sole and
            absolute discretion, at least twelve (12) months prior to the
            Participant's previously designated Scheduled Distribution date;

      (b)   The new Scheduled Distribution date selected by the Participant must
            be the first day of a Plan Year, and must be at least five years
            after the previously designated Scheduled Distribution date; and

      (c)   The election of the new Scheduled Distribution Date shall have no
            effect until at least twelve (12) months after the date on which the
            election is made.

4.3   OTHER BENEFITS TAKE PRECEDENCE OVER SCHEDULED DISTRIBUTIONS. Should a
      Participant become eligible to receive a benefit under Articles 5, 6, 7 or
      8, then any Annual Deferral Amount, Company Contribution Amount and/or
      Company Restoration Matching Amount, plus the amounts credited or debited
      thereon, that are subject to a Scheduled Distribution election under
      Section 4.1 shall not be paid in accordance with Section 4.1, but shall be
      paid in accordance with the other applicable Article.

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4.4   WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.

      (a)   If the Participant experiences an Unforeseeable Financial Emergency,
            the Participant may petition the Committee to suspend deferrals of
            Base Salary, Bonus, and Director Fees to the extent deemed necessary
            by the Committee, in its sole and absolute discretion) to satisfy
            the Unforeseeable Financial Emergency. If suspension of deferrals is
            not sufficient to satisfy the Participant's Unforeseeable Financial
            Emergency, or if suspension of deferrals is not required under
            applicable tax law, the Participant may further petition the
            Committee to receive a partial or full payout from this Plan. The
            Participant shall only receive a payout from this Plan to the extent
            such payout is deemed necessary by the Committee, in its sole and
            absolute discretion, to satisfy the Participant's Unforeseeable
            Financial Emergency.

      (b)   The payout to satisfy a Participant's Unforeseeable Financial
            Emergency shall not exceed the lesser of (i) the Participant's
            vested Account Balance, calculated as of the close of business on or
            around the date on which the amount becomes payable, as determined
            by the Committee, in its sole and absolute discretion, or (ii) the
            amount necessary to satisfy the Unforeseeable Financial Emergency.
            Notwithstanding the foregoing, a Participant may not receive a
            payout from this Plan to the extent that the Unforeseeable Financial
            Emergency is or may be relieved (A) through reimbursement or
            compensation by insurance or otherwise, (B) by liquidation of the
            Participant's assets, to the extent the liquidation of such assets
            would not itself cause severe financial hardship or (C) by
            suspension of deferrals under this Plan, if the Committee, in its
            sole and absolute discretion, determines that suspension is required
            by applicable tax law.

      (c)   If the Committee, in its sole and absolute discretion, approves a
            Participant's petition for suspension, the Participant's deferrals
            under this Plan shall be suspended as of the date of such approval.
            If the Committee, in its sole and absolute discretion, approves a
            Participant's petition for suspension and payout, the Participant's
            deferrals under this Plan shall be suspended as of the date of such
            approval and the Participant shall receive a payout from this Plan
            within sixty (60) days of the date of such approval.

      (d)   Notwithstanding the foregoing, the Committee shall interpret all
            provisions relating to suspension and/or payout under this Section
            4.4 in a manner that is consistent with applicable tax law,
            including but not limited to guidance issued after the effective
            date of this Plan.

4.5   WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw all
      or a portion of his or her vested Account Balance. For purposes of this
      Section 4.5, the value of a Participant's vested Account Balance shall be
      calculated as of the close of business on or around the date on which
      receipt of the Participant's election is acknowledged by the Committee, as
      determined by the Committee, in its sole and absolute discretion, less a
      withdrawal penalty equal to ten percent (10%) of the amount withdrawn (the
      net amount shall be referred to as the "Withdrawal Amount"). This election
      can be made at any time, before or after a Participant's Benefit
      Distribution Date, and whether or not the Participant is in the process of
      being paid pursuant to an installment payment schedule. The Participant
      shall make this election by giving the Committee (or its designated agent)
      advance written notice of the election in a form determined

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      from time to time by the Committee. The Participant shall be paid the
      Withdrawal Amount within sixty (60) days of his or her election. Once the
      Withdrawal Amount is paid, the Participant's participation in this Plan
      shall be suspended for the remainder of the Plan Year in which the
      withdrawal is elected and for one full Plan Year thereafter (the
      "Suspension Period"). During the Suspension Period, the Participant will
      continue to be eligible for the benefits provided in Articles 4, 5, 6, 7
      and 8 in accordance with the provisions of those Articles. However, the
      Participant's Annual Deferral Amount shall not be withheld during the
      Suspension Period, and the Participant shall not be allowed to make any
      deferral elections during the Suspension Period.

                                    ARTICLE 5
                 BENEFIT PAYABLE UPON BENEFIT DISTRIBUTION DATE

5.1   BENEFIT PAYABLE UPON BENEFIT DISTRIBUTION DATE. Upon a Participant's
      Benefit Distribution Date, the Participant shall receive his or her vested
      Account Balance, calculated as of the close of business on or around the
      Participant's Benefit Distribution Date, as determined by the Committee,
      in its sole and absolute discretion.

5.2   PAYMENT OF BENEFIT.

      (a)   A Participant, in connection with his or her commencement of
            participation in this Plan, shall elect on an Election Form to
            receive the benefit described in Section 5.1 in a lump sum or
            pursuant to an Annual Installment Method of up to fifteen (15)
            years, subject to Section 5.2(b) below. The Participant may change
            his or her election to an allowable alternative payout period by
            submitting a new Election Form to the Committee (or its designated
            agent), provided that any such Election Form is submitted to and
            accepted by the Committee (or its designated agent), in its sole and
            absolute discretion, at least twelve (12) months prior to the
            Participant's Benefit Distribution Date. The Election Form most
            recently accepted by the Committee (or its designated agent) shall
            govern the payout of the benefit described in Section 5.1. If a
            Participant does not make any election with respect to the payment
            of the benefit described in Section 5.1, then the Participant shall
            be deemed to have elected to receive such benefit in a lump sum.

      (b)   Notwithstanding the Participant's election described in Section
            5.2(a), a Participant shall receive the benefit described in Section
            5.1 in a lump sum if any of the following events occur:

            (i)   The Participant becomes employed with a competitor of his or
                  her Employer within the geographical area that is then served
                  by such Employer, during the Participant's employment with the
                  Employer or during a period of two (2) years after the
                  Participant's Separation of Service with his or her Employer;
                  or

            (ii)  The Participant's employment with his or her Employer is
                  terminated for cause. For purposes of this Section 5.2(b)(ii),
                  "Cause" with respect to a Participant shall mean the
                  Participant's (i) willful and continued failure to
                  substantially perform his or her duties with his or her
                  Employer after written warnings identifying the lack of
                  substantial performance are delivered to him or her to
                  specifically identify the

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                  manner in which his or her Employer believes that he or she
                  has not substantially performed his or her duties, (ii)
                  willful engaging in illegal conduct which is materially and
                  demonstrably injurious to his or her Employer, (iii)
                  commission of a felony, (iv) material breach of a fiduciary
                  duty owed by him or her to his or her Employer, (v)
                  intentional unauthorized disclosure to any person of
                  confidential information or trade secrets of a material nature
                  relating to the business of his or her Employer, or (vi)
                  engaging in any conduct that the written rules, regulations or
                  policies of his or her Employer specify as constituting
                  grounds for discharge.

      (c)   With respect to the benefit described in Section 5.1, the lump sum
            payment shall be made, or installment payments shall commence, no
            later than sixty (60) days after the Participant's Benefit
            Distribution Date. Remaining installments, if any, shall be paid no
            later than sixty (60) days after each anniversary of the
            Participant's Benefit Distribution Date.

                                    ARTICLE 6
                            CHANGE IN CONTROL BENEFIT

6.1   CHANGE IN CONTROL BENEFIT. A Participant will receive a Change In Control
      Benefit, which shall be equal to the Participant's vested Account Balance,
      calculated as of the close of business on or around the date of the Change
      In Control, as selected by the Committee, in its sole and absolute
      discretion, if (i) the Participant has elected to receive a Change In
      Control Benefit, as set forth in Section 6.2 below, and (ii) if a Change
      In Control occurs prior to the receipt by such Participant of his or her
      entire Account Balance.

6.2   PAYMENT OF CHANGE IN CONTROL BENEFIT. A Participant, in connection with
      his or her commencement of participation in this Plan, may irrevocably
      elect on his or her Election Form whether to (i) receive a Change In
      Control Benefit, or (ii) have his or her Account Balance remain in this
      Plan upon the occurrence of a Change In Control and to have his or her
      Account Balance remain subject to the terms and conditions of this Plan.
      If a Participant does not make any election with respect to the payment of
      the Change In Control Benefit, then such Participant's Account Balance
      shall remain in this Plan upon a Change In Control and shall be subject to
      the terms and conditions of this Plan. The Change In Control Benefit, if
      any, shall be paid to the Participant in a lump sum no later than sixty
      (60) days after a Change In Control.

                                    ARTICLE 7
                               DISABILITY BENEFIT

7.1   DISABILITY BENEFIT. If a Participant becomes Disabled prior to his or her
      Benefit Distribution Date, the Participant shall receive a Disability
      Benefit, which shall be equal to the Participant's vested Account Balance,
      calculated as of the close of business on or around the date on which the
      Participant becomes Disabled, as selected by the Committee, in its sole
      and absolute discretion.

7.2   PAYMENT OF DISABILITY BENEFIT. The Disability Benefit shall be paid to the
      Participant in a lump sum payment no later than sixty (60) days after the
      date on which the Participant becomes Disabled.

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                                    ARTICLE 8
                                  DEATH BENEFIT

8.1   DEATH BENEFIT. If a Participant dies prior to the complete distribution of
      his or her vested Account Balance, the Participant's Beneficiary(ies)
      shall receive a Death Benefit, which will be equal to the Participant's
      vested Account Balance, calculated as of the close of business on or
      around the date of the Participant's death, as selected by the Committee,
      in its sole and absolute discretion.

8.2   PAYMENT OF DEATH BENEFIT. The Death Benefit shall be paid to the
      Participant's Beneficiary(ies) in a lump sum payment no later than sixty
      (60) days after the Participant's Benefit Distribution Date.

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1   BENEFICIARY. Each Participant shall have the right, at any time, to
      designate his or her Beneficiary(ies) (both primary as well as contingent)
      to receive any benefits payable under this Plan to a beneficiary upon the
      death of a Participant. The Beneficiary designated under this Plan may be
      the same as or different from the Beneficiary designation under any other
      plan of an Employer in which the Participant participates.

9.2   BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
      designate his or her Beneficiary(ies) by completing and signing a
      Beneficiary Designation Form, and returning it to the Committee (or its
      designated agent). A Participant shall have the right to change his or her
      Beneficiary(ies) by completing, signing and otherwise complying with the
      terms of the Beneficiary Designation Form and the Committee's rules and
      procedures, as in effect from time to time. If the Participant names
      someone other than his or her spouse as a Beneficiary, the Committee may,
      in its sole and absolute discretion, determine that spousal consent is
      required to be provided in a form designated by the Committee, executed by
      such Participant's spouse and returned to the Committee (or its designated
      agent). Upon the acceptance by the Committee of a new Beneficiary
      Designation Form, all Beneficiary designations previously filed shall be
      canceled. The Committee shall be entitled to rely on the last Beneficiary
      Designation Form filed by the Participant and accepted by the Committee
      (or its designated agent) prior to the Participant's death.

9.3   ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
      shall be effective until received and acknowledged in writing by the
      Committee (or its designated agent).

9.4   NO BENEFICIARY DESIGNATION. If a Participant fails to designate any
      Beneficiary(ies) as provided in Sections 9.1, 9.2 and 9.3 above or, if all
      designated Beneficiaries predecease the Participant or die prior to
      complete distribution of the Participant's benefits, then the
      Participant's designated Beneficiary shall be deemed to be his or her
      surviving spouse. If the Participant has no surviving spouse, the benefits
      remaining under this Plan to be paid to a Beneficiary shall be payable to
      the executor or personal representative of the Participant's estate.

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9.5   DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
      Beneficiary to receive payments pursuant to this Plan, the Committee shall
      have the right, exercisable in its discretion, to cause the Participant's
      Employer to withhold such payments until this matter is resolved to the
      Committee's satisfaction.

9.6   DISCHARGE OF OBLIGATIONS. The payment of benefits under this Plan to a
      Beneficiary shall fully and completely discharge all Employers and the
      Committee from all further obligations under this Plan with respect to the
      Participant, and that Participant's Plan Agreement shall terminate upon
      such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1  PAID LEAVE OF ABSENCE. If a Participant is authorized by his or her
      Employer to take a paid leave of absence from the employment of the
      Employer, (i) the Participant shall continue to be considered eligible for
      the benefits provided in Articles 4, 5, 6, 7 and 8 in accordance with the
      provisions of those Articles, and (ii) the Annual Deferral Amount shall
      continue to be withheld during such paid leave of absence in accordance
      with Section 3.3.

10.2  UNPAID LEAVE OF ABSENCE. If a Participant is authorized by his or her
      Employer to take an unpaid leave of absence from the employment of the
      Employer for any reason, such Participant shall continue to be eligible
      for the benefits provided in Articles 4, 5, 6, 7 and 8 in accordance with
      the provisions of those Articles. However, the Participant shall be
      excused from fulfilling his or her Annual Deferral Amount commitment that
      would otherwise have been withheld during the remainder of the Plan Year
      in which the unpaid leave of absence is taken. During the unpaid leave of
      absence, the Participant shall not be allowed to make any additional
      deferral elections. However, if the Participant returns to employment, the
      Participant may elect to defer an Annual Deferral Amount for the Plan Year
      following his or her return to employment and for every Plan Year
      thereafter while a participant in this Plan, provided such deferral
      elections are otherwise allowed and an Election Form is delivered to and
      accepted by the Committee (or its designated agent) for each such election
      in accordance with Section 3.3 above.

                                   ARTICLE 11
                 TERMINATION OF PLAN, AMENDMENT OR MODIFICATION

11.1  TERMINATION OF PLAN. Although the Company anticipates that it will
      continue this Plan for an indefinite period of time, there is no guarantee
      that any particular Employer will continue its participation in this Plan
      or will not terminate its participation in this Plan at any time in the
      future. Accordingly, each Employer reserves the right to Terminate the
      Plan. In the event of a Termination of the Plan by an Employer, the
      Measurement Funds available to Participants following the Termination of
      the Plan shall be comparable in number and type to those Measurement Funds
      available to Participants in the Plan Year preceding the Plan Year in
      which the Termination of the Plan is effective. Following a Termination of
      the Plan, Participant Account Balances shall remain in this Plan until the
      Participant becomes eligible for the benefits provided in Articles 4, 5,
      6, 7 or 8 in accordance with the provisions of those Articles. The

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      Termination of the Plan by an Employer shall not adversely affect any
      Participant or Beneficiary who has become entitled to the payment of any
      benefits under this Plan as of the date of termination.

11.2  AMENDMENT. An Employer may, at any time, amend or modify this Plan in
      whole or in part with respect to that Employer. Notwithstanding the
      foregoing, (i) no amendment or modification shall be effective to decrease
      the value of a Participant's vested Account Balance in existence at the
      time the amendment or modification is made, and (ii) no amendment or
      modification of this Section 11.2 or Section 12.2 of this Plan shall be
      effective.

11.3  PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above, if
      a Participant's Plan Agreement contains benefits or limitations that are
      not in this Plan document, the Employer may only amend or terminate such
      provisions with the written consent of the Participant.

11.4  EFFECT OF PAYMENT. The full payment of a Participant's vested Account
      Balance under Articles 4, 5, 6, 7 or 8 of this Plan shall completely
      discharge all obligations to such Participant and his or her designated
      Beneficiary(ies) under this Plan, and the Participant's Plan Agreement
      shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1  COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
      Plan shall be administered by the Committee, which shall consist of the
      entire Board, or such other persons as the Board shall appoint thereto.
      Members of the Committee may be Participants under this Plan. The
      Committee shall also have the discretion and authority to (i) make, amend,
      interpret, and enforce all appropriate rules and regulations for the
      administration of this Plan and (ii) decide or resolve any and all
      questions including interpretations of this Plan, as may arise in
      connection with this Plan. Any individual serving on the Committee who is
      a Participant shall not vote or act on any matter relating solely to
      himself or herself. When making a determination or calculation, the
      Committee shall be entitled to rely on information furnished by a
      Participant or the Company.

12.2  ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
      Committee shall be the "Administrator" at all times prior to the
      occurrence of a Change In Control. Within one hundred and twenty (120)
      days following a Change In Control, an independent third party
      "Administrator" may be selected by the individual who, immediately prior
      to the Change In Control, was the Company's Chief Executive Officer or, if
      not so identified, the Company's highest ranking officer (the "Ex-CEO"),
      and approved by the Trustee. The Committee, as constituted prior to the
      Change In Control, shall continue to be the Administrator until the
      earlier of (i) the date on which such independent third party is selected
      and approved, or (ii) the expiration of the one hundred and twenty (120)
      day period following the Change In Control. If an independent third party
      is not selected within one hundred and twenty (120) days of such Change In
      Control, the Committee, as described in Section 12.1, shall be the
      Administrator. The Administrator shall have the discretionary power to
      determine all questions arising in connection with the administration of
      this Plan and the interpretation of this Plan and Trust including, but

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      not limited to benefit entitlement determinations; provided, however, upon
      and after the occurrence of a Change In Control, the Administrator shall
      have no power to direct the investment of Plan or Trust assets or select
      any investment manager or custodial firm for this Plan or Trust. Upon and
      after the occurrence of a Change In Control, the Company must: (1) pay all
      reasonable administrative expenses and fees of the Administrator; (2)
      indemnify the Administrator against any costs, expenses and liabilities
      including, without limitation, attorney's fees and expenses arising in
      connection with the performance of the Administrator hereunder, except
      with respect to matters resulting from the gross negligence or willful
      misconduct of the Administrator or its employees or agents; and (3) supply
      full and timely information to the Administrator on all matters relating
      to this Plan, the Trust, the Participants and their Beneficiaries, the
      Account Balances of the Participants, the date and circumstances of the
      Separation of Service, Disability or death of the Participants, and such
      other pertinent information as the Administrator may reasonably require.
      Upon and after a Change In Control, the Administrator may be terminated
      (and a replacement appointed) by the Trustee only with the approval of the
      Ex-CEO. Upon and after a Change In Control, the Administrator may not be
      terminated by the Company.

12.3  AGENTS. In the administration of this Plan, the Committee may, from time
      to time, employ agents and delegate to them such administrative duties as
      it sees fit (including acting through a duly appointed representative) and
      may from time to time consult with counsel who may be counsel to any
      Employer.

12.4  BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
      with respect to any question arising out of or in connection with the
      administration, interpretation and application of this Plan and the rules
      and regulations promulgated hereunder shall be final and conclusive and
      binding upon all persons having any interest in this Plan.

12.5  INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
      the members of the Committee, any individual to whom the duties of the
      Committee may be delegated, and the Administrator against any and all
      claims, losses, damages, expenses or liabilities arising from any action
      or failure to act with respect to this Plan, except in the case of willful
      misconduct by the Committee, any of its members, any such individual or
      the Administrator.

12.6  EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
      perform its functions, the Company and each Employer shall supply full and
      timely information to the Committee and/or Administrator, as the case may
      be, on all matters relating to the compensation of its Participants, the
      date and circumstances of the Separation of Service, Disability or death
      of its Participants, and such other pertinent information as the Committee
      or Administrator may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1  COORDINATION WITH OTHER BENEFITS. The benefits provided to a Participant
      and his or her Beneficiary under this Plan are in addition to any other
      benefits available to such Participant under any other plan or program for
      the Employees or Directors of the Participant's Employer.

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      This Plan shall supplement and shall not supersede, modify or amend any
      other such plan or program except as may otherwise be expressly provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1  PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
      Participant (such Participant or Beneficiary being referred to below as a
      "Claimant") may deliver to the Committee a written claim for a
      determination with respect to the amounts distributable to such Claimant
      from this Plan. If such a claim relates to the contents of a notice
      received by the Claimant, the claim must be made within sixty (60) days
      after such notice was received by the Claimant. All other claims must be
      made within one hundred and eighty (180) days of the date on which the
      event that caused the claim to arise occurred. The claim must state with
      particularity the determination desired by the Claimant.

14.2  NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim
      within a reasonable time, but no later than ninety (90) days after
      receiving the claim. If the Committee determines that special
      circumstances require an extension of time for processing the claim,
      written notice of the extension shall be furnished to the Claimant prior
      to the termination of the initial ninety (90) day period. In no event
      shall such extension exceed a period of ninety (90) days from the end of
      the initial period. The extension notice shall indicate the special
      circumstances requiring an extension of time and the date by which the
      Committee expects to render the benefit determination. The Committee shall
      notify the Claimant in writing:

      (a)   that the Claimant's requested determination has been made, and that
            the claim has been allowed in full; or

      (b)   that the Committee has reached a conclusion contrary, in whole or in
            part, to the Claimant's requested determination, and such notice
            must set forth in a manner calculated to be understood by the
            Claimant:

            (i)   the specific reason(s) for the denial of the claim, or any
                  part of it;

            (ii)  specific reference(s) to pertinent provisions of this Plan
                  upon which such denial was based;

            (iii) a description of any additional material or information
                  necessary for the Claimant to perfect the claim, and an
                  explanation of why such material or information is necessary;

            (iv)  an explanation of the claim review procedure set forth in
                  Section 14.3 below; and

            (v)   a statement of the Claimant's right to bring a civil action
                  under ERISA Section 502(a) following an adverse benefit
                  determination on review.

14.3  REVIEW OF A DENIED CLAIM. On or before sixty (60) days after receiving a
      notice from the Committee that a claim has been denied, in whole or in
      part, a Claimant (or the Claimant's duly authorized representative) may
      file with the Committee a written request for a review of the denial of
      the claim. The Claimant (or the Claimant's duly authorized
      representative):

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      (a)   may, upon request and free of charge, have reasonable access to, and
            copies of, all documents, records and other information relevant to
            the claim for benefits;

      (b)   may submit written comments or other documents; and/or

      (c)   may request a hearing, which the Committee, in its sole and absolute
            discretion, may grant.

14.4  DECISION ON REVIEW. The Committee shall render its decision on review
      promptly, and no later than sixty (60) days after the Committee receives
      the Claimant's written request for a review of the denial of the claim. If
      the Committee determines that special circumstances require an extension
      of time for processing the claim, written notice of the extension shall be
      furnished to the Claimant prior to the termination of the initial sixty
      (60) day period. In no event shall such extension exceed a period of sixty
      (60) days from the end of the initial period. The extension notice shall
      indicate the special circumstances requiring an extension of time and the
      date by which the Committee expects to render the benefit determination.
      In rendering its decision, the Committee shall take into account all
      comments, documents, records and other information submitted by the
      Claimant relating to the claim, without regard to whether such information
      was submitted or considered in the initial benefit determination. The
      decision must be written in a manner calculated to be understood by the
      Claimant, and it must contain:

      (a)   specific reasons for the decision;

      (b)   specific reference(s) to the pertinent Plan provisions upon which
            the decision was based;

      (c)   a statement that the Claimant is entitled to receive, upon request
            and free of charge, reasonable access to and copies of, all
            documents, records and other information relevant (as defined in
            applicable ERISA regulations) to the Claimant's claim for benefits;
            and

      (d)   a statement of the Claimant's right to bring a civil action under
            ERISA Section 502(a).

14.5  LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
      this Article 14 is a mandatory prerequisite to a Claimant's right to
      commence any legal action with respect to any claim for benefits under
      this Plan.

                                   ARTICLE 15
                                      TRUST

15.1  ESTABLISHMENT OF THE TRUST. In order to provide assets from which to
      fulfill the obligations of the Participants and their beneficiaries under
      this Plan, the Company may establish a trust by a trust agreement with a
      third party, the trustee, to which each Employer may, in its discretion,
      contribute cash or other property, including securities issued by the
      Company, to provide for the benefit payments under this Plan (the
      "Trust").

15.2  INTERRELATIONSHIP OF THIS PLAN AND THE TRUST. The provisions of this Plan
      and the Plan Agreement shall govern the rights of a Participant to receive
      distributions pursuant to this Plan. The provisions of the Trust shall
      govern the rights of the Employers, Participants and the creditors of the
      Employers to the assets transferred to the Trust. Each Employer shall at
      all times remain liable to carry out its obligations under this Plan.

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15.3  DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under this Plan
      may be satisfied with Trust assets distributed pursuant to the terms of
      the Trust, and any such distribution shall reduce the Employer's
      obligations under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1  STATUS OF PLAN. This Plan is intended to be a plan that is not qualified
      within the meaning of Code Section 401(a) and that "is unfunded and is
      maintained by an employer primarily for the purpose of providing deferred
      compensation for a select group of management or highly compensated
      employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and
      401(a)(1). This Plan shall be administered and interpreted to the extent
      possible in a manner consistent with that intent.

16.2  UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
      successors and assigns shall have no legal or equitable rights, interests
      or claims in any property or assets of an Employer. For purposes of the
      payment of benefits under this Plan, any and all of an Employer's assets
      shall be, and remain, the general, unpledged unrestricted assets of the
      Employer. An Employer's obligation under this Plan shall be merely that of
      an unfunded and unsecured promise to pay money in the future.

16.3  EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits
      shall be defined only by this Plan and the Plan Agreement, as entered into
      between the Employer and a Participant. An Employer shall have no
      obligation to a Participant under this Plan except as expressly provided
      in this Plan and his or her Plan Agreement.

16.4  NONASSIGNABILITY. Neither a Participant nor any other person shall have
      any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
      or otherwise encumber, transfer, hypothecate, alienate or convey in
      advance of actual receipt, the amounts, if any, payable hereunder, or any
      part thereof, which are, and all rights to which are expressly declared to
      be, unassignable and non-transferable. No part of the amounts payable
      shall, prior to actual payment, be subject to seizure, attachment,
      garnishment or sequestration for the payment of any debts, judgments,
      alimony or separate maintenance owed by a Participant or any other person,
      be transferable by operation of law in the event of a Participant's or any
      other person's bankruptcy or insolvency or be transferable to a spouse as
      a result of a property settlement or otherwise.

16.5  NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
      not be deemed to constitute a contract of employment or service between
      any Employer and a Participant. Such employment or service is hereby
      acknowledged to be an "at will" employment or service relationship that
      can be terminated at any time for any reason, or no reason, with or
      without cause, and with or without notice, unless expressly provided in a
      written employment or other agreement. Nothing in this Plan shall be
      deemed to give a Participant the right to be retained in the service of
      any Employer, either as an Employee or a Director, or to interfere with
      the right of any Employer to discipline or discharge the Participant at
      any time.

16.6  FURNISHING INFORMATION. A Participant or his or her Beneficiary(ies) will
      cooperate with the Committee by furnishing any and all information
      requested by the Committee and take such

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      other actions as may be requested in order to facilitate the
      administration of this Plan and the payments of benefits hereunder,
      including but not limited to taking such physical examinations as the
      Committee may deem necessary.

16.7  TERMS. Whenever any words are used herein in the masculine, they shall be
      construed as though they were in the feminine in all cases where they
      would so apply; and whenever any words are used herein in the singular or
      in the plural, they shall be construed as though they were used in the
      plural or the singular, as the case may be, in all cases where they would
      so apply.

16.8  CAPTIONS. The captions of the articles, sections and paragraphs of this
      Plan are for convenience only and shall not control or affect the meaning
      or construction of any of its provisions.

16.9  GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
      construed and interpreted according to the internal laws of the State of
      Delaware without regard to its conflicts of laws principles.

16.10 NOTICE. Any notice or filing required or permitted to be given to the
      Committee under this Plan shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, to the address
      below:

                            Genesee & Wyoming Inc.
                            Attn: Human Resources
                            1200-C Scottsville Road
                            Suite 200
                            Rochester, New York 14624

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark on the
      receipt for registration or certification.

      Any notice or filing required or permitted to be given to a Participant
      under this Plan shall be sufficient if in writing and hand-delivered, or
      sent by mail, to the last known address of the Participant.

16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
      benefit of the Participant's Employer and its successors and assigns and
      the Participant and the Participant's designated Beneficiaries.

16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
      Participant who has predeceased the Participant shall automatically pass
      to the Participant and shall not be transferable by such spouse in any
      manner, including but not limited to such spouse's will, nor shall such
      interest pass under the laws of interstate succession.

16.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
      for any reason, said illegality or invalidity shall not affect the
      remaining parts hereof, but this Plan shall be construed and enforced as
      if such illegal or invalid provision had never been inserted herein.

16.14 INCOMPETENT. If the Committee determines in its discretion that a benefit
      under this Plan is to be paid to a minor, a person declared incompetent or
      to a person incapable of handling the disposition of that person's
      property, the Committee may direct payment of such benefit to the
      guardian, legal representative or person having the care and custody of
      such minor, incompetent or incapable person. The Committee may require
      proof of minority, incompetence, incapacity or

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      guardianship, as it may deem appropriate prior to distribution of the
      benefit. Any payment of a benefit shall be a payment for the account of
      the Participant and the Participant's Beneficiary, as the case may be, and
      shall be a complete discharge of any liability under this Plan for such
      payment amount.

16.15 COURT ORDER. The Committee is authorized to comply with any court order in
      any action in which this Plan or the Committee has been named as a party,
      including any action involving a determination of the rights or interests
      in a Participant's benefits under this Plan. Notwithstanding the
      foregoing, the Committee shall interpret this provision in a manner that
      is consistent with applicable tax law, including but not limited to
      guidance issued after the effective date of this Plan.

16.16 DEDUCTION LIMITATION ON BENEFIT PAYMENTS. If an Employer determines in
      good faith that there is a reasonable likelihood that any compensation
      paid to a Participant for a taxable year of the Employer would not be
      deductible by the Employer solely by reason of the limitation under Code
      Section 162(m), then to the extent deemed necessary by the Employer to
      ensure that the entire amount of any distribution to the Participant
      pursuant to this Plan is deductible, the Employer may defer all or any
      portion of a distribution under this Plan. Any amounts deferred pursuant
      to this limitation shall continue to be credited/debited with additional
      amounts in accordance with Section 3.9 above, even if such amount is being
      paid out in installments. The amounts so deferred and amounts credited
      thereon shall be distributed to the Participant or his or her Beneficiary
      (in the event of the Participant's death) at the earliest possible date,
      as determined by the Employer in good faith, on which the deductibility of
      compensation paid or payable to the Participant for the taxable year of
      the Employer during which the distribution is made will not be limited by
      Code Section 162(m).

16.17 INSURANCE. The Employers, on their own behalf or on behalf of the trustee
      of the Trust, and, in their sole and absolute discretion, may apply for
      and procure insurance on the life of the Participant, in such amounts and
      in such forms as the Trust may choose. The Employers or the trustee of the
      Trust, as the case may be, shall be the sole owner and beneficiary of any
      such insurance. The Participant shall have no interest whatsoever in any
      such policy or policies, and at the request of the Employers shall submit
      to medical examinations and supply such information and execute such
      documents as may be required by the insurance company or companies to whom
      the Employers have applied for insurance.

IN WITNESS WHEREOF, the Company has signed this Plan document as of May 17,
2004.

                                    GENESEE & WYOMING INC.

                                  By:    /s/ Adam B. Frankel
                                  Title: General Counsel and Corporate Secretary

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